Investment Advisers Act of 1940 – Sections 202(a)(30), 203(b)(3), and Rule 202(a)(30)-1
Alliance Trust Company of Nevada

March 5, 2021

RESPONSE OF THE CHIEF COUNSEL’S OFFICE
DIVISION OF INVESTMENT MANAGEMENT

Your letter dated March 3, 2021 requests our assurance that we would not recommend enforcement action to the Commission under section 203(a) of the Investment Advisers Act of 1940 (the “Advisers Act”)[1] against a non-U.S. investment adviser relying on the foreign private adviser exemption in section 203(b)(3) of the Advisers Act, if it treats a Reserved Powers Trust as a Non-U.S. Person (each as described and defined in your letter) in determining the number of clients and private fund investors in the United States, or the amount of its assets under management attributable to clients and investors in the United States, for purposes of the thresholds set forth in such exemption.[2]

Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action against a non-U.S. investment adviser as described above. Because our position is based upon the representations made to us in your letter, any different facts or representations may require a different conclusion.

The statements in this letter represent the views of the Division of Investment Management. This letter is not a rule, regulation or statement of the Commission, and the Commission has neither approved nor disapproved its content. This no-action letter, like all staff guidance, has no legal force or effect; it does not alter or amend applicable law, and it creates no new or additional obligations for any person.